The Nonprofit Board Governance Guide: Everything You Need To Know

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A digital resource provided by your friends at boardable.comThe NonprofitBoard GovernanceGuide: EverythingYou Need to Know

The Nonprofit Board GovernanceGuide: Everything You Need to KnowYour board probably already has some organization in place – formal committeeswith delegated responsibilities. However, board governance takes the idea of definingboard organization and responsibilities a step further by implementing a set of policiesand procedures in the nonprofit organization.Your board governance will cover everything from the scope of responsibility for theboard to legal issues and meeting guidelines. Questions about what the board needs toknow, make decisions about, and directly control can all be answered by governance.Nonprofit board engagement—simplified.The Nonprofit Board Governance Guide: Everything You Need to Know 2

What is the Purpose ofa Nonprofit Board?Your board is the guiding force of your nonprofit.The collective group of board members will allocateresources, help carry out your mission, and take stepsto protect your nonprofit status. Your board membersare not employees. Instead, they advise, steer, and aidyour nonprofit.Nonprofit board engagement—simplified.The Nonprofit Board Governance Guide: Everything You Need to Know 3

An Expert Weighs In:Board Governance Best PracticesWe spoke with Boardable advisor and boardgovernance expert Kim Donahue and picked upsome valuable insights into best practices for boardgovernance and how it should serve a nonprofit.they’ve run into trouble in the past and had to definea specific guideline for future use. When you canpoint to an existing policy to make decisions andto support the decisions you’ve made, you avoiduncomfortable situations and conversations.“Nonprofit boards should think of governance as theblueprint for the organization they strive to be,” Kimsays. “Good governance provides the frameworkneeded for the board to make good decisions, beeffective ambassadors for the nonprofit, and setgoals that further the mission.”“When nonprofits think of themselves asbusinesses, they thrive. Nonprofits are businessesand need to function just like any other business.The only difference is that nonprofits need tocomply with specific guidelines and regulations.”Kim shared that having policies in place thatdefine the rules for your board and the way itfunctions prevents problems and uncomfortableconversations. Well-established boards frequentlyhave a wider range of policies—often becauseSome of the best practices Kim recommendsinclude defining the essential board members yournonprofit should have, creating and implementingkey policies, and looking to the future when itcomes to diversity and inclusion.Nonprofit board engagement—simplified.The Nonprofit Board Governance Guide: Everything You Need to Know 4

Important Policies Every NonprofitBoard Should Have in PlaceThere are four key policies that can protectyour nonprofit and board, define the way youhandle conflicts and issues, and give you a wayto manage any questions that could arise. Whileyour nonprofit may need some policies thatdirectly reflect the industry you work in or yourunique needs, most nonprofits should have thefollowing policies in place:1. Whistleblower PolicyIt is not a legal requirement to gain or keepyour nonprofit status, but a sound and detailedwhistleblower policy is still recommended.The purpose of a whistleblower policy is toprotect employees from retaliation if they reportmisconduct in the workplace. Your whistleblowerpolicy allows everyone on your board and in yournonprofit to have a voice and facilitates reportingand response to workplace problems. As Kim says,“A whistleblower policy sets the expectation thatnot only does the board take ethical problemsseriously, but that anyone at the nonprofit whosees an issue will be listened to.”Without a whistleblower policy, you couldinadvertently misstep or handle an issueinappropriately. A whistleblowing policy shouldoutline what your nonprofit considers to bewhistleblowing, how whistleblowers are protected,and best practices for handling whistleblowercomplaints, reports, and issues. When you establishthese policies in advance, you know what to doand can act swiftly and decisively when needed.People are often blindsided by an unexpectedNonprofit board engagement—simplified.revelation, so your whistleblower policy guides youthrough an already difficult problem.2. Conflict of Interest PolicyThis essential policy can prevent a lot of problemswhen it comes to the way your nonprofit andboard interact with personnel needs and influence.You must have a specific policy in place to definewhat your nonprofit considers to be a conflict ofinterest; a comprehensive policy will best preventunwanted or uncomfortable conversations.According to Kim, a typical conflict of interestissue can arise when board members with goodintentions try to help friends or family memberswho are connected with the nonprofit. She shareda recent conflict in which a board memberwanted the nonprofit to hire his daughter for a keymarketing role: “Conflicts of interest can be subtleand even accidental. Perhaps this board member’sdaughter was perfectly qualified for the position.However, it is impossible for this relationship to notaffect others in the workplace.”Having a close family member working for theorganization would cause a conflict of interest forthis member and could cause unintentional biaswhen that employee’s concerns or programs arediscussed or evaluated.The nonprofit was able to avoid an uncomfortableconversation (and to avoid annoying a key boardmember) by pointing to an existing conflict of interestpolicy, one that specifically outlawed the hiring offamily members related to board members.The Nonprofit Board Governance Guide: Everything You Need to Know 5

Other potential conflicts of interest include usingor hiring a business associated with a boardmember for key services (though many boardmembers do donate services to the boards theyserve on, which is acceptable). Carefully definingwhat your board considers to be a conflict ofinterest can help you avoid problems and ensureyou always have a policy in place to defer towhen a potential concern arises.3. Gift Acceptance PolicyWell-meaning employees and members of thecommunity can and do offer gifts to your boardmembers and key employees. This can be anawkward situation for the recipient if it seems toimply an obligation or favor expected in return.Having a policy in place can help recipientsnavigate the conversation. A well-designedpolicy that is clearly visible on your website, inyour handouts, and in your employee manualcan prevent many issues. This policy might outlinethe value of gifts that are allowed, an explicitstatement of gifts not incurring reciprocal favors,or an outright no-gift policy.4. Item Acceptance PolicyAccording to Kim, “One common and unfortunateissue that nonprofits face is donations that donot align with the mission or that create a burdenfor the organization. For example, well-meaningsupporters who donate old electronics (includingoutdated printers and monitors) are actuallycreating a burden for a nonprofit, since theseitems can be costly and difficult to dispose of.”Other problematic donations include perishablefood, broken or outdated appliances, clothing,and household items in poor repair. Often, kids’gear that no longer complies with current law(outdated cribs, car seats, and other items) fallinto this category.Operating without an item acceptance policyalso means that your community could expendenergy and resources in ways that cost themtime and money, but don’t actually help thepopulation you serve. You won’t end up beinga dumping ground for unwanted items if youdefine your item acceptance policy, but you willget the things the people you serve desperatelyneed. Your policy should be defined by the boardand officially posted on your website and anylocation that accepts donations for you.Your board should also define the type of items youaccept as donations, if you allow the communityto donate. This can alleviate several problems.“One common and unfortunate issuethat nonprofits face is donations thatdo not align with the mission or thatcreate a burden for the organization.Nonprofit board engagement—simplified.The Nonprofit Board Governance Guide: Everything You Need to Know 6

Governance: What Officers areRequired for a Board?The actual number of officers that are needed for a board to operate effectively is relatively small.Most boards begin with the basics and then expand over time and as needs arise. According toKim, the basic, required board members include a board president, a vice president, a secretary, andtreasurer. For boards that run very lean, the secretary and treasurer can be combined into a single role.These can be broken down later when growth requires it.“Be sure that your bylaws also spell out officer election procedure, term limits, and basic qualificationsand duties of each role,” Kim says. “Again, spelling out expectations and procedures ahead of timelimits difficult conversations and confusion down the road.”Nonprofit board engagement—simplified.The Nonprofit Board Governance Guide: Everything You Need to Know 7

Board Governance and DocumentsYou can rapidly overwhelm your board with too much paper, so part of governance is determiningwhich documents your board members need and when they should have them. Providing too many filesall at once makes it difficult for your members to access and absorb the information they need most –see our ebook on alternative solutions for board books if you feel like you need help with organization.What documents are essential and should be covered in your board governance policies? While everynonprofit is different, here are some of the things to consider including in your plan, according to Kim. Agenda and Minutes: These items help yourmembers always have up-to-date details onmeetings and recent history. Check your statelaws to see if there are requirements for how longyou keep these records and whether they need tobe publicly accessible. Bylaws: These ensure your meetings run smoothlyand that members know your expectations. Theyalso spell out procedures for common issues fromvoting procedure to board member attendance. Strategic Plans: Whether they are long-term orshort-term, board members need to documentstrategic plans to be able to provide you with thebest insight and assistance for moving forward. Your History and Mission: Members shouldalways know who your nonprofit serves, and whyyou do what you do. It’s a good idea to reviewyour history and mission at board retreats andmake sure everyone is on the same page. Board Expectation Agreement: This essentialdocument outlines exactly what you expectfrom board members in detail, avoidingmiscommunication or unwanted results. It shouldinclude topics such as attendance, personaldonations, fundraising support, ambassadorshipefforts, and anything else your organizationexpects board members to do.“ Board Member Job Description: Specific detailsof what board membership looks like and howdirectors serve your board helps prospectivemembers decide if board service is for them. Committee Charges: Details about what acommittee does, who is responsible for it, andhow decisions are made set this reportingstructure up for success. Legal Documents: From your articles ofincorporation to your legal status and otheressentials, have important legal documentsavailable for board members to easily access. Financials: Budget, financial statements, and yourlast annual audit results are among the importantdocuments that boards need to make decisions.Again, check with local laws about requirementsfor what needs to be made public and how longdocuments need to be retained. Contact Details: Maintain this information forthe current board, any active emeritus members,and key executive employees. Identify whoemergency contacts are in various situationsand consider making contact info shareable (asdesired) among board members. Calendar: A clear, easy-to-understand calendarof your upcoming events, activities, andimportant dates for your nonprofit—updatedevery meeting—ensures better attendance.Be sure that your bylaws also spell outofficer election procedure, term limits,and [.] duties of each role.Nonprofit board engagement—simplified.The Nonprofit Board Governance Guide: Everything You Need to Know 8

Governance: Diversity and InclusionSince board members often suggest or nominatepeople they know from their own fields andexperiences, it is easy for a board to lack diversity.When your board is overly homogenous, youmiss out on valuable insights and fresh ideas,simply because the majority of your membershave similar experiences.As Kim says, “If your nonprofit is stocked withexecutives who do not live in the community youserve and who are not connected with it (otherthan wanting to support and help) you miss outon valuable insights into true needs and criticalinitiatives that could benefit the community. Ifyou’re collecting and handing out canned goods,when what the community really needs is warmcoats for winter and utility assistance, you won’tbe an effective resource for the very people youhope to serve.”When you deliberately include board memberswith different life experiences and backgrounds,Nonprofit board engagement—simplified.your entire organization benefits. Nonprofits thatcommit to diversity and inclusion expand theirsphere of influence and ensure they are trulyserving the population they have chosen to serve.Diversity and inclusion are important for allnonprofits but absolutely essential for thoseorganizations dedicated to serving a localcommunity. If your board members are all fromthe local community, you’ll have plenty of insights,but you won’t get input and ideas from a widerscope. This could limit your ability to serve, evenif you know what your target community needs.Including a wide range of voices in your boardmeans you don’t end up with a group that doesnot understand the needs of the community itserves and that you benefit from fresh ideas andinput. Making inclusion and diversity part of yourgovernance plan ensures your board has what itneeds to properly guide your nonprofit.The Nonprofit Board Governance Guide: Everything You Need to Know 9

How Can You Make SureYour Board is Diverse?Looking around the table and noting the race,gender, and age of your board members is agood start—the more “alike” your members are,the more you are missing out on diversity. Thiscasual method helps determine how diverse youare—and a board grid can help you determinethe best ways to diversify as you move forward.Use the attached grid to determine where yourboard is strong, and where you need to increasediversity. Using a board grid gives you all thebenefits of a diverse board and gives you astrategic way to plan for the future. Find a copyof Boardable’s Profile Grid here and map outa stronger, more inclusive future for your brand.Nonprofit board engagement—simplified.Protect your nonprofit board from problems withpotential donors, your own members, or eventhe law by making sure your board has all theinformation it needs. From the right makeup ofofficers to crucial bylaws, taking the time totalk through your values and priorities—all aregood first steps to creating board governance.Getting governance right from the start allowsyour board to define a clear path to successand ensures you are truly able to operate as acohesive, functioning group.As Kim says, “At the end of the day, you owe it tothe population you serve to be the best board youcan be. Good board governance, that blueprintfor operations, is critical to fulfilling your mission.”The Nonprofit Board Governance Guide: Everything You Need to Know 10

Boardable’s Profile Planning GridBOARD MEMBERS12345678910111213141516Year that board term endsAGEUnder 3031-4546-5556-65Over 65GENDERFemaleMaleTransgenderGender NonconformingPrefer not to answerRACE/ETHNIC BACKGROUNDBlack/African-AmericanAsian/Asian AmericanWhite/CaucasianHispanic/LatinoAmerican Indian/AlaskaNativeNative Hawaiian orPacific IslanderTwo or more racesPrefer not to answerNonprofit board engagement—simplified.The Nonprofit Board Governance Guide: Everything You Need to Know 11

MARITAL STATUSMarriedMarried with childrenDomestic PartnershipDomestic Partnershipwith childrenSingleEMPLOYMENT ty VolunteerVeteranClient/BeneficiaryDisabledAREAS OF EXPERTISEFundraisingBuildings/ Facilities MgtMarketingPublic RelationsFinance/Banking/Investment MgtHuman n TechnologyGovernmentNonprofit board engagement—simplified.The Nonprofit Board Governance Guide: Everything You Need to Know 12

OTHERFUNDRAISING EXPERIENCEEvent planningGrant writingMajor ft SolicitationCOMMUNITY Y OF RESIDENCECounty 1County 2County 3County 4EXPERIENCE AS A BOARD MEMBER?YesNoNonprofit board engagement—simplified.The Nonprofit Board Governance Guide: Everything You Need to Know 13

About BoardableBuilt by nonprofit leaders, for nonprofits. Boardable empowers you to work moreeffectively with your boards and committees. We know the frustration you feel (andthe hours you lose) just from organizing a meeting via email, phone, and text. We’velived it. We’re from the nonprofit world, too. After looking around for the right toolbut not finding it, we decided to build it. Boardable is a software platform thatcentralizes all communication between you and your board. Find the best meetingtimes, securely store all of your documents, archive discussion threads and more—allin one place.For more information, to schedule a demo, or to sign up for your FREE trial,visit us at boardable.com.Copyright 2020 Board Management Software, Inc. All rights reserved.Any reproduction, modification, distribution, transmission, publication, translation, display,hosting or sale of all or any portion of the contents of this document is strictly prohibitedwithout written permission of an authorized representative of the publisher.

Nonprofit board engagement—simplified. The Nonprofit Board Governance Guide: Everything You Need to Know 8 " Board Governance and Documents You can rapidly overwhelm your board with too much paper, so part of governance is determining which documents your board members need and when they should have them. Pr oviding too many files